ACQUISITIONS

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

On January 1, 2022, we acquired all the outstanding equity of Whiplash, a leading national provider of omnichannel fulfillment and logistics services for a purchase price of $483 million. The acquisition is included in our SCS business segment, and will expand our e-commerce and omnichannel fulfillment network.

We believe that we have sufficient information to provide a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. The purchase price allocation of estimated fair values reflected were finalized during the fourth quarter of 2022. The following table provides the final purchase price allocation of the fair value of the assets and liabilities for Whiplash as of the acquisition date:


(In millions)	January 1, 2022
Assets:
Current assets:
Cash and cash equivalents	$	9
Receivables, net	79
Prepaid expenses and other current assets	4
Total current assets	92
Revenue earning equipment, net	1
Operating property and equipment, net	40
Goodwill	280
Intangible assets, net	150
Sales-type leases and other assets	195
Total assets	758

Liabilities and shareholders' equity:
Current liabilities:
Accounts payable	28
Accrued expenses and other current liabilities	78
Total current liabilities	106
Other non-current liabilities	131
Deferred income tax	38
Total liabilities	275
Net assets acquired	$	483

The excess of the purchase consideration over the aggregate estimated fair values of identifiable assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized reflects anticipated supply chain services growth opportunities and expected synergies of combining Whiplash with our business. None of the goodwill is deductible for income tax purposes. Customer relationship intangible assets are expected to be amortized over 13 years. The purchase price included $438 million of restricted cash placed in escrow and the remaining amount classified as a deposit as of December 31, 2021. These amounts were recorded in "Prepaid expenses and other current assets" in the Consolidated Balance Sheet as of December 31, 2021. The cash paid from escrow during the first quarter of 2022 is reflected in "Acquisitions, net of cash acquired" in the Consolidated Statement of Cash Flows for the year ended December 31, 2022.

On November 1, 2021, we acquired all the outstanding equity of Midwest, a warehousing, distribution, and transportation company based in Woodbridge, IL for a purchase price of $284 million, of which $283 million was paid in 2021. The acquisition is included in our SCS business segment. The acquisition will expand our supply chain services, including multi-customer warehousing and distribution.

The following table provides the final purchase price allocation of the fair value of the assets and liabilities for Midwest as of the acquisition date:


(In millions)						November 1, 2021
Assets:
Current assets:
Cash and cash equivalents						6
Receivables, net						27
Prepaid expenses and other current assets						2
Total current assets						35
Revenue earning equipment, net						10
Operating property and equipment, net						16
Goodwill						95
Intangible assets, net						134
Sales-type leases and other assets						72
Total assets						362

Liabilities and shareholders' equity:
Current liabilities:
Accounts payable						6
Accrued expenses and other current liabilities						14
Total current liabilities						20
Other non-current liabilities						60
Deferred income tax						(2)
Total liabilities						78
Net assets acquired						284

For the year ended December 31, 2022, we paid $32 million, net of cash acquired, related to other business combinations, primarily within the SCS segment, which resulted in additions to goodwill and intangible assets of $11 million and $6 million, respectively.